UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

For the month of August 2020

Commission File Number: 001-36231
 

SCORPIO BULKERS INC.
(Translation of registrant's name into English)
 

9, Boulevard Charles III, Monaco 98000
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x   Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o.

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o.

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.















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INFORMATION CONTAINED IN THIS FORM 6-K REPORT
 
Attached as Exhibit 99.1 to this Report on Form 6-K is a copy of the press release of Scorpio Bulkers Inc. (the “Company”), dated August 3, 2020, announcing the Company's signing of a non-binding letter of intent to purchase an NG-16000 Wind Turbine Installation Vessel (“WTIV”) and a 1500 LEC crane to be used on the WTIV.

Attached as Exhibit 99.2 to this Report on Form 6-K is a copy of the WTIV Project investor presentation of the Company.

The information contained in this Report on Form 6-K, with the exception of the comments of the Company's Chairman and Chief Executive Officer contained in Exhibit 99.1 and the information contained under the heading "Conference Call on Results" on page one of Exhibit 99.1, is hereby incorporated by reference into the Company's registration statement on Form F-3 (File No. 333-217445), the Company's registration statement on Form F-3 (File No. 333-221441), the Company's registration statement on Form F-3 (File No. 333-222013) and the Company's registration statement on Form F-3 (File No. 333-222448).












SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
                    
 
 
 SCORPIO BULKERS INC.
 
 
(registrant)
 
 
 
 
 
 
Dated:
August 3, 2020
By: /s/ Hugh Baker
 
 
Hugh Baker
 
 
Chief Financial Officer
 
 
 



Exhibit
Exhibit 99.1

https://cdn.kscope.io/6e8bc7a6daff66aa0da24cfa146d66d4-sbiletterheadimageforprsb31.jpg


Scorpio Bulkers Inc. Announces Letter of Intent to Construct Wind Turbine Installation Vessel

First Step in a Transition Towards a Sustainable Business
in Renewable Energy

MONACO, August 3, 2020 (GLOBE NEWSWIRE) - Scorpio Bulkers Inc. (NYSE: SALT) (“Scorpio” or the “Company”) announced today that it has signed a Letter of Intent to construct a Wind Turbine Installation Vessel (“WTIV”) with options for additional vessels.

Emanuele A. Lauro, Chairman and Chief Executive Officer, commented, “Scorpio Bulkers is embarking on a new and exciting journey. The world urgently needs to reduce emissions and offshore wind will make a pivotal contribution.  We appreciate the encouragement and assistance of multiple partners - including suppliers, customers, and shipbuilders - as we take a significant first step in transitioning the Company towards a sustainable future. This strategic direction now aligns with our future customers, investors, finance providers and the growing momentum in global public policy. At the same time, the Board of Directors carefully considered this project and believes that this transition will result in higher and more predictable shareholder returns in a structural growth market. Our transition has begun.”
He added “Scorpio has a history of executing complex maritime projects and of building teams and expertise to enter new markets.  We are fully committed to this new direction as an area of significant value creation for our shareholders and alignment with our multiple stakeholders. “

The initial vessel will be built by Daewoo Shipbuilding and Marine Engineering Inc. for delivery that is scheduled in 2023. This WTIV is an NG-16000X design GustoMSC (a subsidiary of National Oilwell Varco NOV:NYSE), and includes a 1500 Leg Encircling Crane (LEC) from Huisman Equipment B.V.. The total project cost is expected to be approximately $265-$290 million, subject to final design modifications. The contract is expected to be signed in early Q4 2020 and will include options to construct up to an additional three units having similar specifications.

This WTIV will be one of the most sophisticated dedicated turbine installation vessels in the world. It will have the capacity to install onto pre-prepared foundations the largest wind turbines currently designed, at a height of over 185 meters above sea level and in water depth in excess of 65 meters. The vessel incorporates various features and green innovations that significantly improve the operating window and efficiency and accelerate all-important “time to first power” for customers.

Offshore wind is a proven technology and represents a significant opportunity for the world to respond to the challenge of emissions reduction. It is expected to grow at a compound annual growth rate of over 15% for the next decade. There is a growing shortage of vessels that can install and maintain next-generation turbines core to this growth. The increasing maritime complexity and innovation of the offshore wind sector plays to Scorpio’s strengths and the Board of Directors believes the Company is in a good position to build an industry-leading presence.
 
Conference Call on Results
A conference call to discuss the Company’s results will be held Tuesday, August 4, 2020, at 9:00 AM Eastern Daylight Time / 3:00 PM Central European Summer Time. Those wishing to listen to the call should dial 1 (866) 219-5268 (U.S.) or 1 (703) 736-7424 (International) at least 10 minutes prior to the start of the call to ensure connection. The conference participant passcode is 7794355. The information provided on the teleconference is only accurate at the time of the conference call, and the Company will take no responsibility for providing updated information.

There will also be a simultaneous live webcast over the internet, through the Scorpio Bulkers Inc. website www.scorpiobulkers.com. Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.

Webcast URL: https://edge.media-server.com/mmc/p/tg4ckw6t






Contact Information

Scorpio Bulkers Inc.
+377-9798-5715 (Monaco)
+1-646-432-1675 (New York)
www.scorpiobulkers.com

Sard Verbinnen & Co.
Paul Scarpetta (New York)
Charlie Chichester (London)
Scorpio-SVC@sardverb.com

About Scorpio Bulkers Inc.
Scorpio Bulkers Inc. is a provider of marine transportation of dry bulk commodities, and is investing in the next generation of wind turbine installation vessels. Scorpio Bulkers Inc. has an operating fleet of 55 vessels consisting of 49 wholly-owned or finance leased drybulk vessels (including 16 Kamsarmax vessels and 33 Ultramax vessels), and six time chartered-in vessels (including five Kamsarmax vessels and one Ultramax vessel). In addition to its dry bulk fleet, the Company has signed a letter of intent to enter into a shipbuilding contract with Daewoo Shipbuilding and Marine Engineering Inc. to build a wind turbine installation vessel to be delivered in 2023, with options to build three further similar vessels. The Company’s owned and finance leased fleet has a total carrying capacity of approximately 3.4 million dwt and all of the Company’s owned and finance leased vessels will have carrying capacities of greater than 60,000 dwt. Additional information about the Company is available on the Company’s website www.scorpiobulkers.com, which is not a part of this press release.

Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to these important factors, other important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the failure of counterparties to fully perform their contracts with us, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk vessel capacity, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, changes in demand for wind turbine installation vessels, vessel breakdowns and instances of off-hires and other factors. Please see our filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties.




exhibit992scorpiowindpre
Scorpio Bulkers Inc. Announces Letter of Intent to Construct Wind Turbine Installation Vessel August 3, 2020 1


 
Disclaimer and Forward-looking Statements This presentation includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Scorpio Bulkers Inc.’s (“Scorpio’s”) current views with respect to future events and financial performance. The words “believe,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect” and similar expressions identify forward-looking statements. The forward-looking statements in this presentation are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in Scorpio’s records and other data available from third parties. Although Scorpio believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond Scorpio’s control, Scorpio cannot assure you that it will achieve or accomplish these expectations, beliefs, projections or future financial performance. Risks and uncertainties include, but are not limited to, the failure of counterparties to fully perform their contracts with Scorpio, the strength of world economies and currencies, general market conditions, including fluctuations in charter hire rates and vessel values, changes in demand in the bulk carrier markets, changes in Scorpio’s operating expenses, including bunker prices, drydocking and insurance costs, the fuel efficiency of our vessels, the market for Scorpio's vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental and environmental rules and regulations or actions taken by regulatory authorities including those that may limit the commercial useful lives of bulk carriers, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, changes in demand for wind turbine installation vessels, and other important factors described from time to time in the reports Scorpio files with, or furnishes to, the Securities and Exchange Commission, or the Commission, and the New York Stock Exchange, or NYSE. Scorpio undertakes no obligation to update or revise any forward-looking statements. These forward-looking statements are not guarantees of Scorpio's future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements. Earnings before interest, taxes, depreciation and amortization (“EBITDA”), earnings before interest and taxes (“EBIT”), adjusted net income and related per share amounts, as well as adjusted EBITDA, adjusted EBIT and TCE Revenue are non-GAAP performance measures that the Company believes provide investors with a means of evaluating and understanding how the Company’s management evaluates the Company’s operating performance. These non-GAAP financial measures should not be considered in isolation from, as substitutes for, nor superior to financial measures prepared in accordance with GAAP. Unless otherwise indicated, information contained in this presentation concerning Scorpio’s industry and the market in which it operates and expects to operate, including its general expectations about its industry, market position, market opportunity and market size, is based on data from various sources including internal data and estimates as well as third party sources widely available to the public such as independent industry publications, government publications, reports by market research firms or other published independent sources. Internal data and estimates are based upon this information as well as information obtained from trade and business organizations and other contacts in the markets in which Scorpio operates and management’s understanding of industry conditions. This information, data and estimates involve a number of assumptions and limitations, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed above. You are cautioned not to give undue weight to such information, data and estimates. While Scorpio believes the market and industry information included in this presentation to be generally reliable, it has not independently verified any third-party information or verified that more recent information is not available. 2


 
Next Generation Scorpio Wind Turbine Installation Vessel (“WTIV”) Scorpio WTIV WTIV Overview • WTIVs transport and install offshore wind turbines onto pre-prepared foundations • Larger WTIVs enable more efficient installation • Greater carrying capacity- more turbines can be transported at once • Greater lifting capacity- a larger crane with more ‘hook height’ • Attributes that our customers care about: • Variable load – what is the maximum weight that can be ‘jacked up’? • Deck space – how many towers, nacelles, and blades can fit onboard? • Water depth – in what water depth can the vessel install a turbine? • Crane hook height – how high can the crane reach? • Crane capacity – how much weight can the crane lift? 3


 
Larger Turbines Moving Further Away from Shore • Technological innovation has led to an increase in turbine size and capacity factors • Offshore wind installations are also moving further from shore and into deeper water where better quality wind resources are available • Most projects commissioned through 2018 have been within 50 km of shore, however, several large projects in the pipeline are 100 km or more from shore Evolution of Largest Commercially Available Wind Turbines Average Offshore Wind Farm Distance from Shore Commissioned Under Construction & Pipeline (in meters) 80 60 40 (km) 2010 2013 2016 2021* 2030** 20 3 MW 6 MW 8 MW 12 MW 15-20 MW * Announced expected year of commercial deployments. ** Further technology improvements through to 2030 could see bigger turbine sizes of 15-20 MW. 0 Note: Illustration is drawn to scale. Figures in blue indicate the diameter of the swept area. United Kingdom Germany Netherlands Denmark United States China Source: IEA WOE, 2019 4


 
Letter of Intent for Wind Turbine Installation Vessel Wind Turbine Installation Vessel • On August 3, 2020, the Company signed a Letter of Intent “LOI” to construct a wind turbine installation vessel • The initial vessel will be built by Daewoo Shipbuilding and Marine Engineering Inc. for delivery in 2023 • This WTIV is an NG-16000X design GustoMSC (a subsidiary of National Oilwell Varco NOV:NYSE), and includes a 1500t Leg Encircling Crane (LEC) from Huisman Equipment B.V. • Vessel has strong eco-credentials, hybrid-battery power and is fuel-cell ready WTIV Technical Specifications • The total cost of the project is expected to be approximately $265-$290 million • Hull length/width/depth of 148m/56m/12m • The contract is expected to be signed in early Q4 2020 and will include options to construct up to • Accommodates 130 people an additional three units • Water depth survival (jacked up) of 65-70m 5


 
Reducing Cost Will Continue to Drive Market Share of Electricity Supply  In the European Union wind is set to play a central role and has the potential to become the largest source of electricity supply EU Levelized Cost of Electricity (“LCOE”) EU Electricity Supply by Source ($/MWh) 2018 2040* Coal Oil Natural Gas Nuclear Wind (On & Offshore) Solar PV Other Renewables $160 100% 90% 18% $140 22% 80% 4% $120 12% 9% 70% $100 60% 25% $80 50% 35% 40% $60 30% 19% $40 17% 20% 2% $20 10% 20% 15% $0 0% 2% Nuclear Coal Gas Solar PV Onshore Wind Offshore Wind 2018 2040* Source: IEA WOE, 2019. Note: * Indicates the IEA’s Stated Policies Scenario 6


 
Installed Base and Average Turbine Size Expected to Expand Rapidly Worldwide Installed Offshore Turbines Incremental Turbine Size: NW Europe & North America (# of turbines) (Megawatts) 13.6 26,901 24,412 12.7 12.6 22,057 11.7 11.9 19,527 17,258 10.7 15,075 12,861 9.6 9.2 11,029 9.0 9,663 8,257 7,233 7.6 7.2 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Offshore wind turbine installations are projected to Average output of new turbines is projected to nearly increase by 270%. double Source: Clarksons Platou Renewables, 2020 7


 
Material Shortage of High Spec WTIVs Expected from 2024 Supply Demand for WTIVs Capable of >10 MW Turbines WTIV Demand Supply 30 25 20 15 (# WTIV's)of(# Supply-Demand Gap: Additional 10 5 Vessels Currently Equipped to 10 WTIVs required to meet 2024 demand Install >10MW Turbines 5 0 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Source: Clarksons Platou Renewables, 2020 8


 
Project Highlights • Scorpio Bulkers signed an LOI for what is presently the most sophisticated and capable dedicated wind turbine installation vessel in the world • The project will cost $265-$290 million and the vessel will deliver in 2023 • Offshore wind industry is forecast to grow at a CAGR of >15% • Improving technology makes wind one of the lowest cost sources of electricity in certain regions • Shortage of WTIV vessels capable of installing larger turbines in deeper waters • Additional 10 vessels required to meet 2024 demand • Current contract rates of $220k/day imply attractive cash- flow and return on capital • Potential for rates to improve as the market tightens over the next 3-4 years • Potential for rates to be higher for larger vessels 9


 
Thank you 10